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Buying & Selling a Business

If claims come in over several years, does the indemnity basket reset each year or apply just once?

TSL Written by the Treadstone Law team· Updated August 2026

There is no legal default here — it depends entirely on how the basket provision is drafted, and most Ontario purchase agreements set the basket as a single aggregate threshold that applies across the entire survival period for representation and warranty claims, rather than resetting on any annual cycle. Under that common structure, all qualifying losses across every claim made during the survival period, whenever they arise within it, are added together toward the one threshold, not measured or reset year by year.

An agreement could theoretically be drafted differently, with separate baskets applying to different time periods or categories of claims, but this is unusual and would need to be spelled out explicitly rather than assumed. Because whether losses accumulate toward a single threshold or are treated separately affects how much a buyer can ultimately recover across several years of claims, this is worth confirming directly against the specific basket language in the agreement rather than relying on how baskets are typically structured in other deals.

Key takeaways

  • Baskets are typically a single aggregate threshold for the whole survival period.
  • Losses across multiple years and claims usually accumulate toward that one threshold.
  • An annually resetting basket would be unusual and needs explicit drafting.
  • Confirm the specific agreement's wording rather than assuming a typical structure applies.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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